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$WBD·8-K

Warner Bros. Discovery, Inc. · Jun 12, 8:01 AM ET

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Warner Bros. Discovery, Inc. 8-K

Research Summary

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Warner Bros. Discovery Holds 2026 Annual Meeting; Directors Re-Elected

What Happened Warner Bros. Discovery, Inc. filed a Form 8-K on June 12, 2026 reporting the results of its June 9, 2026 Annual Meeting held by remote communication. All 13 director nominees were elected to one-year terms. The company’s independent auditor, PricewaterhouseCoopers LLP, was ratified. On advisory votes, stockholders did not approve the 2025 executive compensation (Say-on-Pay) and did not approve the shareholder “Sustainability ROI Report” proposal.

Key Details

  • Annual Meeting date: June 9, 2026; filing date: June 12, 2026.
  • Directors: all 13 nominees were elected; examples of vote totals:
    • Samuel A. Di Piazza, Jr.: 1,536,842,131 for; 28,463,257 withheld (342,897,211 broker non-votes).
    • Paul A. Gould: 754,224,397 for; 811,080,991 withheld (342,897,211 broker non-votes).
    • David M. Zaslav: 1,511,550,945 for; 53,754,443 withheld (342,897,211 broker non-votes).
  • Auditor ratification: PwC ratified with 1,870,175,809 votes for, 32,975,069 against, 5,051,721 abstentions.
  • Advisory votes:
    • Say-on-Pay (2025 compensation) — Not approved: 244,543,743 for; 1,313,562,677 against; 7,198,968 abstentions; 342,897,211 broker non-votes.
    • Sustainability ROI Report — Not approved: 39,541,649 for; 1,507,486,654 against; 18,277,085 abstentions; 342,897,211 broker non-votes.

Why It Matters

  • Board control: The full slate of directors remains in place, so the company’s governance continuity is maintained. Vote-withheld counts (notably for some nominees) reflect measurable shareholder opposition on specific directors.
  • Shareholder sentiment on pay and sustainability: The Say-on-Pay advisory vote failed (more votes against than for), formally recording shareholder disapproval of 2025 executive compensation. The sustainability proposal also failed. Both outcomes are non-binding but are important signals of investor views.
  • Routine oversight: Ratification of PwC keeps the existing independent auditor for fiscal 2026. Large broker non-vote totals (342,897,211) affected several non-routine matters where brokers could not vote without instructions from beneficial owners.

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